BIO-key International Inc.

04/24/2026 | Press release | Distributed by Public on 04/24/2026 14:17

Proxy Results (Form 8-K)

Item 5.07
Submission of Matters to a Vote of Security Holders.
On April 20, 2026, BIO-key International, Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting"). As of the close of business on March 9, 2026, the record date for the Special Meeting, there were 10,849,618 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), outstanding and entitled to vote at the Special Meeting. Each share of Common Stock was entitled to one vote. Stockholders holding an aggregate of 5,600,692 shares of Common Stock entitled to vote at the Special Meeting, representing 51.62% of the outstanding shares of Common Stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the Special Meeting.
At the Special Meeting, the Company's stockholders considered one proposal, as set forth below and described in more detail in the definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on March 16, 2026.
The results of the stockholder vote on the proposal brought before the Special Meeting were as follows:
Proposal 1. The proposed amendment to the Company's Certificate of Incorporation, as amended, to effect a reverse split of the Company's issued and outstanding Common Stock at a ratio between 1-for-2 and 1-for-10, with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse split to be determined by the Board of Directors, in its discretion, following stockholder approval, but no later than May 6, 2026, was approved by the following final voting results:
Votes For
Votes Against
Abstentions
Broker Non-Votes
4,209,160
1,361,166
30,366
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